UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2016

AECOM

(Exact name of Registrant as specified in its charter)

1999 Avenue of the Stars, Suite 2600

Los Angeles, California  90067

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code  (213) 593-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                                           Results of Operations and Financial Condition

On November 14, 2016, AECOM issued a press release announcing its financial results for the year ended September 30, 2016.  A copy of the press release is attached to this report as Exhibit 99.1.  Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

AECOM reports its results of operations based on 52 or 53-week periods ending on the Friday nearest September 30, December 31, March 31, and June 30. For clarity of presentation, all periods are presented as if the periods ended on September 30, December 31, March 31, and June 30.

Item 9.01                                           Financial Statements and Exhibits.

(d)  Exhibits

99.1                                        Press Release, dated November 14, 2016, entitled “AECOM reports fiscal fourth quarter and full year 2016 results.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

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Exhibit 99.1

AECOM reports fiscal fourth quarter and full year 2016 results

LOS ANGELES (November 14, 2016) — AECOM (NYSE: ACM), a premier, fully integrated global infrastructure firm, today reported fourth quarter revenue of $4.3 billion and full year revenue of $17.4 billion. Net income(1) and diluted earnings per share(1) were $7 million and $0.05 in the fourth quarter, respectively. Net income(1) and diluted earnings per share(1) were $96 million and $0.62 for the full year. On an adjusted basis, diluted earnings per share(2) was $0.65 for the fourth quarter and $3.00 for the full year.

Note: All comparisons are year over year unless otherwise noted, and use adjusted or Non-GAAP figures where available.

·                  Achieved full year adjusted EPS(2) and free cash flow(4) guidance

·                  Have now paid down $1.2 billion of debt since closing the URS transaction two years ago

·                  Delivered second-consecutive year of double-digit growth in Building Construction

·                  Continued strong profitability in Management Services with nearly $25 billion of bids under client evaluation

·                  Record $6.3 billion of wins in the fourth quarter, reflecting the strength of our combined platform and growing client demand for design, build, finance, and operate services

Commenting on the results, Michael S. Burke, AECOM’s chairman and chief executive officer, said, “We achieved our EPS and free cash flow targets. However, our fiscal 2016 financial performance was negatively impacted by market challenges, including uneven client spending in our Americas Design business, continued market pressures from low oil and gas prices, and lower than anticipated earnings contributions from the sizable power and industrial construction wins in the second half of the year due to the timing.

“Importantly, we entered fiscal 2017 with strong momentum, and our confidence in the long-term trajectory of our business has never been greater. Our $6.3 billion of wins in the fourth quarter marked a new high, highlighted by the new NFL Rams stadium in Los Angeles and a 1.6 book-to-burn(5) in our Americas Design business. We have a growing pipeline of pursuits that leverage our design, build, finance, and operate capabilities, including $7 billion of combined pursuits led by our Construction Services business alone. And our Management Services segment is poised to deliver significant backlog growth with $25 billion of bids under client review, much of which are in the mission critical and intelligence sector. These successes reflect the progress we have made to position our industry-leading capabilities to win larger, more complex projects in new markets.”

Stephen M. Kadenacy, AECOM’s president and chief operating officer, added, “We have integrated two large organizations and now have the industry’s best people, systems, and capabilities focused on growth. We are focused on driving collaboration across the company to meet our clients’ growing demands for integrated delivery.”

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Wins and Backlog

Wins in the quarter of $6.3 billion resulted in a book-to-burn ratio(5) of 1.4. Wins were driven by broad success in the Americas Design market, the selection to build the NFL Rams stadium in Los Angeles, and over $700 million of O&M wins with core oil and gas clients. Total backlog increased 4% from the third quarter to $42.8 billion. Backlog now includes the proportionate contract value of projects accounted for under the equity method.

Business Performance

In addition to providing consolidated financial results, AECOM reports separate financial information for its three segments: Design & Consulting Services, Construction Services and Management Services.

Design & Consulting Services (DCS)

The DCS segment delivers planning, consulting, architectural and engineering design services to commercial and government clients worldwide in markets such as transportation, facilities, environmental, energy, water and government.

Revenue in the fourth quarter was $1.9 billion. Constant-currency organic(6) revenue declined 3.7% due primarily to a decline in the Americas partially offset by continued growth in the U.K. Full year revenue was $7.7 billion, and constant-currency organic(6) revenue declined 1.3%. Adjusted operating income(3) was $102 million and $514 million in the fourth quarter and full year, respectively.

Construction Services (CS)

The CS segment provides construction services for energy, sports, commercial, industrial, and public and private infrastructure clients.

Revenue in the fourth quarter was $1.6 billion. Full year revenue was $6.5 billion, a decline of 3.0%, with nearly 20% growth in the Building Construction business offset by weakness in the oil and gas market. Adjusted operating income(3) was $23 million and $97 million in the fourth quarter and full year, respectively.

Management Services (MS)

The MS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems-integration services and information technology services, primarily for agencies of the U.S. government, national governments around the world and commercial customers.

Revenue in the fourth quarter and full year was $857 million and $3.3 billion, respectively. Adjusted operating income(7) was $90 million and $399 million in the fourth quarter and full year, respectively. Fourth quarter operating income benefitted from resolutions of project and legal matters. The impact to adjusted EPS was $0.07. In addition, fourth quarter operating income benefitted from a $27 million project performance incentive award.

Tax Rate

The effective tax rate(8) for adjusted earnings was 19.0% and 21.0% for the fourth quarter and full year, respectively. The tax rate was lower than anticipated in the fourth quarter due primarily to the jurisdictional mix of income. The full year tax rate was lower than anticipated due primarily to the benefit from the reversal of a deferred tax asset valuation allowance in the third quarter. Our adjusted tax rate was derived by re-computing the annual effective tax rate on earnings from adjusted net income (loss).(8) The adjusted tax expense differs from the GAAP tax expense based on the deductibility and tax rate applied to each of the adjustments.

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Cash Flow

Free cash flow(4) for the fourth quarter was $326 million. For the full year, AECOM generated free cash flow of $677 million, which was within the Company’s guidance of $600 million to $800 million.

Balance Sheet

As of September 30th, 2016, AECOM had $692.1 million of total cash and cash equivalents, $3.4 billion of net debt and $888.4 million in unused capacity under its $1.05 billion revolving credit facility. Total debt has declined by $1.2 billion since closing the URS acquisition in October, 2014.

Financial Outlook

AECOM is initiating fiscal year 2017 adjusted EPS(2) guidance of $2.70 to $3.10, which includes approximately $0.20 of anticipated gains related to AECOM Capital realizations.

The Company expects fiscal 2017 full year interest expense, excluding amortization of deferred financing fees, of approximately $190 million and a full-year share count of 159 million.

The Company expects an effective tax rate(8) for adjusted earnings of approximately 20%, which is similar to fiscal 2016.

The Company expects $30 million of acquisition and integration expenses during the fiscal year.

Fiscal year 2017 capital expenditures(9) are expected to be approximately $115 million. The Company expects depreciation expense of approximately $165 million and the amortization of intangible assets(10) to be approximately $95 million.

Kadenacy Named President and Chief Operating Officer

Stephen M. Kadenacy, in addition to his existing operational duties as president, has been given the added title of chief operating officer. Mr. Kadenacy will continue to be responsible for AECOM’s global operations, and oversee strategy and mergers and acquisitions.

Conference Call

AECOM is hosting a conference call today at 12 p.m. EDT, during which management will make a brief presentation focusing on the Company’s results, strategies and operating trends. Interested parties can listen to the conference call and view accompanying slides via webcast at www.aecom.com. The webcast will be available for replay following the call.

(1) Defined as attributable to AECOM.

(2) Defined as attributable to AECOM, excluding acquisition and integration related expenses, financing charges in interest expense, the amortization of intangible assets, and financial impacts associated with expected and actual dispositions of non-core businesses and assets.

(3) Excluding intangible amortization and financial impacts associated with expected and actual dispositions of non-core businesses and assets.

(4) Free cash flow is defined as cash flow from operations less capital expenditures net of proceeds from disposals, and is a non-GAAP measure.

(5) Book-to-burn ratio is defined as the amount of wins divided by revenue recognized during the period, including revenue related to work performed in unconsolidated joint ventures.

(6) Organic growth is at constant currency and excludes revenue associated with actual and planned non-core asset and business dispositions. Results expressed in constant currency are presented excluding the impact from changes in currency exchange rates.

(7) Excluding intangible amortization.

(8) Inclusive of non-controlling interest deduction and adjusted for acquisition and integration expenses, financing charges in interest expense, the amortization of intangible assets and financial impacts associated with actual and planned dispositions of non-core businesses and assets.

(9) Capital expenditures, net of proceeds from disposals.

(10) Amortization of intangible assets expense includes the impact of amortization included in equity in earnings of joint ventures and non-controlling interests.

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About AECOM

AECOM (NYSE: ACM) is built to deliver a better world. We design, build, finance and operate infrastructure assets for governments, businesses and organizations in more than 150 countries. As a fully integrated firm, we connect knowledge and experience across our global network of experts to help clients solve their most complex challenges. From high-performance buildings and infrastructure, to resilient communities and environments, to stable and secure nations, our work is transformative, differentiated and vital. A Fortune 500 firm, AECOM companies had revenue of approximately $17.4 billion during the 12 months ended September 30, 2016. See how we deliver what others can only imagine at aecom.com and @AECOM.

Forward-Looking Statements: All statements in this press release other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue, cash flows, tax rate, share count, interest expense, amortization of intangible assets, AECOM Capital contribution gains, acquisition and integration costs, or other financial items; any statements of the plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.

Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, but are not limited to, the following:  demand for our services is cyclical; uncertainties related to government contract appropriations; Budget Control Act of 2011; governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; Brexit; losses under fixed-price contracts; limited control over operations run through our joint venture entities; misconduct by our employees or consultants or our failure to comply with laws or regulations applicable to our business; our leveraged position and ability to service our debt; ability to maintain surety and financial capacity; exposure to legal, political and economic risks in different countries as well as currency exchange rate fluctuations; the failure to retain and recruit key technical and management personnel; our insurance policies may not provide adequate coverage; unexpected adjustments and cancellations related to our backlog; dependence on third party contractors who fail to satisfy their obligations; systems and information technology interruption; and changing client preferences/demands, fiscal positions and payment patterns. Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in our reports filed with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statement.

This press release contains financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). In particular, the Company believes that non-GAAP financial measures such as adjusted EPS, adjusted operating income, adjusted tax rate, organic revenue, and free cash flow also provide a meaningful perspective on its business results as the Company utilizes this information to evaluate and manage the business. We use adjusted net and operating income to exclude the impact of prior acquisitions. We use free cash flow to represent the cash generated after capital expenditures to maintain our business. Our non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of these non-GAAP measures is found in the Regulation G tables at the back of this release.

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AECOM

Consolidated Statements of Income

(in thousands, except per share data)

Balance Sheet Information

(in thousands)

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AECOM

Reportable Segments

(in thousands)

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AECOM

Reportable Segments

(in thousands)

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AECOM

Regulation G Information

($ in millions)

Reconciliation of Amounts Provided by Acquired Companies

Reconciliation of Net Income Attributable to AECOM to EBITDA

(1) Includes the amount for noncontrolling interests in consolidated subsidiaries

(2) Included in other income

(3) Excludes related amortization

Reconciliation of Total Debt to Net Debt

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

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AECOM

Regulation G Information

(in millions, except per share data)

Reconciliation of Reported Amounts to Adjusted Amounts Excluding Acquisition and Integration Related Expenses, Financing Charges in Interest Expense, the Amortization of Intangible Assets and the Financial Impacts Associated with Dispositions of Non-Core Businesses and Assets

… Adjusts the income tax expense (benefit) during the period to exclude the impact on our effective tax rate of the pre-tax adjustments shown above.